DTSQ SEC filings, in plain English
Everything DT Cloud Star Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: DT Cloud Star filed a preliminary proxy statement for an Annual General Meeting on October 1, 2026, proposing to extend the business combination deadline from October 26, 2026, to October 26, 2027, by paying $0.033 per public share for each of up to 12 one-month extensions; shareholders may redeem shares at this meeting for their pro rata trust account value. Why it matters: Investors must decide whether to redeem their shares now to preserve capital or hold them for the extended search period, noting that the sponsor holds 52.9% of voting power and intends to vote in favor of the extension while bearing the extension costs.
What changed: DT Cloud Star Acquisition Corp filed an 8-K on August 25, 2026, reporting that on August 20, 2026, it deposited $75,000 into its Trust Account to extend the deadline to complete an initial business combination to August 26, 2026. The filing also details a history of prior extensions and deposits: October 23, 2025 ($75,000 borrowed from Sponsor via promissory note); November 28, 2025 ($75,000 deposit extending date to December 26, 2025); January 6, 2026 ($75,000 deposit extending date to January 26, 2026); March 16, 2026 ($150,000 deposit extending date to March 26, 2026); July 10, 2026 ($225,000 deposit extending date to June 26, 2026); and July 14, 2026 ($75,000 deposit extending date to July 26, 2026). Why it matters: The filing confirms the SPAC is actively paying monthly extension fees ($75,000 per month) to maintain its search period, pushing the final redemption deadline to August 26, 2026. This indicates continued sponsor commitment (via borrowing from DT Cloud Star Management Limited) but also signals significant time pressure, as the company has now extended past its original 15-month window multiple times and faces imminent liquidation if no business combination is completed by late August 2026.
What changed: SEC Form 8-K current report under Item 8.01 Other Events. DT Cloud Star Acquisition Corporation reported a change to its business and mailing address for its principal executive office to 25 Christopher Columbus Dr Apt 4411, Jersey City, NJ 07302, effective August 17, 2026. Chief Executive Officer Sam Zheng Sun dated and executed the filing on August 19, 2026. Why it matters: This document contains no statements, commitments, or data affecting the redemption calendar, trust account mechanics, business combination timeline, extension procedures, or sponsor conduct. For investors tracking the October 26, 2026 liquidation deadline and the referenced trust balance, the filing introduces no events that would modify holder rights, voting windows, or distribution triggers. The report includes no assertions regarding customers, revenue, market size, corporate strategy, proprietary technology, commercial partnerships, pending or threatened litigation, or changes to senior personnel. It is strictly an administrative address update filed by the Company and attested by the CEO.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by DT Cloud Star Acquisition Corp, a blank check company (SPAC) seeking a business combination. Trust per-share redemption value increased to $11.15 from $10.82; trust account balance decreased to $18.4 million due to redemptions of 5,247,491 shares; deadline extended to October 26, 2026 via monthly $75,000 payments; BCA with PrimeGen US, Inc. signed on February 2, 2026, but not yet closed; sponsor advances increased to $1.0 million; working capital deficit of $980,611; subsequent transfer of listing from Nasdaq Global Market to Nasdaq Capital Market on July 29, 2026. Why it matters: Investors need to track the shrinking trust and extended deadline; the deal with PrimeGen is pending but redemptions have reduced available trust; the working capital deficit and sponsor dependence raise liquidity concerns; the listing transfer to Capital Market indicates compliance issues but also a temporary resolution; the redemption price is now $11.15, above the IPO trust value of $10.00, providing some return for redeeming shareholders.
What changed vs 2026-05-08trust $18.3M → $18.4M +1%trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $18.3M$18.4M
- Combination deadline
- 2026-10-26 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $161,596 was added to the trust between the two filings.
The clause “Market Funds (cash equivalents) $ 341 Money Market Funds (marketable securities held in Trust Account) 18,421,078 - - Prices in Other Other Active Observable Unobservable Markets Inputs Inputs At December 31, 2025 (Level 1) (Level 2)”…
The clause …“July 26, 2026. If the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
The clause …“be consummated. Accordingly, the matters described above do not alleviate the substantial doubt about our ability to continue as a going concern. Additionally, during the shareholder meeting, a total of 5,247,491 shares of common stock”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report (Item 8.01 Other Events) regarding Nasdaq delisting proceedings and a subsequent exchange tier transfer. This document is a Form 8-K Current Report (Item 8.01 Other Events) regarding Nasdaq listing compliance, delisting threat, and exchange transfer. Regarding mechanics: Nasdaq notified the company on July 15, 2026 of intent to delist for failing to regain listing compliance, but the company timely submitted a hearing request that stays any suspension. Separately, Nasdaq cited the company’s failure to meet the minimum 400 total shareholders requirement under Nasdaq Listing Rule 5450(a)(2); although an extension was granted until October 5, 2026 based on materials reviewed on May 29, 2026, Nasdaq determined the company is no longer eligible for that extension term under Listing Rule 5810(C)(4)(d)(2). Regardless, Nasdaq approved on July 27, 2026, transferring the listing of ordinary shares, units, and rights from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of trading on July 29, 2026, with tickers DTSQ, DTSQU, and DTSQR unchanged. The filing contains no updates on the redemption deadline, trust value, combination timeline, or sponsor conduct. Regarding other substance: the filing makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond identifying Chief Executive Officer Sam Zheng Sun as the signatory. Why it matters: The regulatory downgrade to the Nasdaq Capital Market does not terminate trading or immediately impact the SPAC’s search period or redemption rights, but the explicit revocation of the 400-shareholder extension under Nasdaq rules signals ongoing public float deficiencies. Investors tracking deal progress and sponsor conduct should note that continued compliance pressure may eventually force corporate actions or capital raises to restore shareholder metrics, though no such strategies were announced in this filing. The preservation of trading under the same symbols maintains liquidity for redemption decisions pending a business combination.
What changed: This is a Form 8-K current report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, containing Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing) and Item 9.01 (Financial Statements and Exhibits), accompanied by press release Exhibit 99.1 announcing a Nasdaq delist determination. Mechanics governing listing status, shareholder thresholds, and corporate timelines: On July 15, 2026, Nasdaq’s Listing Qualifications Staff delivered a Delist Determination Letter confirming the Company failed to regain compliance with Listing Rule 5450(b)(2)(A) after a 180-calendar-day cure window that expired on July 14, 2026. Nasdaq cited a measured Market Value of Listed Securities falling short of the required $50,0000,000 baseline recorded across the November 21, 2025 to January 6, 2026 reporting period. Separately, the Company forfeited an extension previously approved on May 29, 2026 to satisfy the minimum 400 total shareholders requirement under Listing Rule 5450(a)(2); the original October 5, 2026 compliance deadline is nullified per Listing Rule 5810(C)(4)(d)(2). Nasdaq directed that trading suspension occur at the open on July 24, 2026 unless an appeal is submitted by July 22, 2026. The Company filed a timely hearing request, which temporarily stays the suspension. A Form 25-NSE will be lodged with the SEC to remove the securities from listing and registration once the appeal period lapses. The filing does not alter the trust account balance, the unitholder redemption calendar, or the business combination expiration date. Why it matters: Substantive disclosures regarding strategy, leadership, and operational scope: Delisting terminates exchange trading for the ordinary shares, units, and rights, which typically accelerates SPAC dissolution mechanics or compels out-of-band liquidation negotiations outside Nasdaq’s administrative framework. According to the press release dated July 20, 2026, the Company characterizes itself as a newly organized Cayman Islands blank check entity formed exclusively to pursue a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or analogous business combination, stating an intent to focus its target search on industries that complement its management team’s background. The release identifies Mr. Sam Zheng Sun as Chief Executive Officer, Mr. Kenneth Lam as Chief Financial Officer, and designates Sam Sun as the press contact at sam.sun@dstarspac.com. The filing discloses no operating revenue, existing customer relationships, proprietary technology, commercial partnerships, or litigation matters. All statements regarding Nasdaq rule compliance, the hearing request, and future business combination searches are attributed to the Company’s July 20, 2026 press release, which qualifies those projections with risks detailed in the Form 10-K filed March 25, 2026.
What changed: Amendment No. 1 to DT Cloud Star Acquisition Corporation's Form 10-K for fiscal 2025; the document carries no explanatory note saying what was amended and restates the annual report in full. It shows $17,876,466 held in trust at December 31, 2025 against $70,456,287 a year earlier, with public shares subject to redemption falling from 6,900,000 at $10.21 to 1,652,509 at $10.82. Cash was approximately $461 with a working capital deficit of about $361,245; net income was $2,132,715, driven by trust interest. Deferred underwriting compensation is $690,000. Why it matters: About 76% of the trust has already left through redemptions, so only 1,652,509 public shares remain and the $75,000 monthly extension deposit is spread across a shrinking base - each remaining share is being topped up more, hence the $10.82 redemption value. The hard deadline is October 26, 2026, after which an automatic winding up is triggered, and the auditor's report contains a going-concern explanatory paragraph with only $461 of cash outside trust. The pending deal is the February 2, 2026 Business Combination Agreement with PrimeGen US, Inc.
What changed: Limited Power of Attorney filed as Exhibits A and B to a Schedule 13G, formally designating Takahiro Katsura, Shuji Matsuura, and Adam Hopkins to execute and submit Form 13G reports on behalf of Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC. Nothing altered regarding redemption deadlines, trust mechanics, extension procedures, deal progress, or sponsor conduct. The document records only an internal corporate authorization for regulatory filings and contains no operational updates for DT Cloud Star Acquisition Corp. Why it matters: Executed on 5-14-2026 by Shuji Matsuura and Adam Hopkins, the instrument serves exclusively as a routine compliance exhibit to satisfy Securities Exchange Act of 1934 Section 13(d) and 13(g) reporting requirements. It makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the named officers and subsidiary addresses in Tokyo, Japan, and New York, NY. Consequently, it has no substantive impact on shareholder redemption rights, trust accounting, or target acquisition timelines.
What changed: Quarterly report (Form 10-Q) for the period ending March 31, 2026. The SPAC entered into a Business Combination Agreement (BCA) on February 2, 2026, with PrimeGen US, Inc., and extended its combination deadline to October 26, 2026. Net loss for the quarter was $110,289, compared to net income of $630,284 in the prior-year quarter. As of March 31, 2026, the trust held $18,259,482 ($11.05 per share), down from $69 million at IPO due to redemptions of 5,247,491 shares. The company received a Nasdaq deficiency notice on April 6, 2026 for falling below the minimum 400 public shareholders. Why it matters: The filing confirms a signed business combination agreement with PrimeGen US (enterprise value ~$1.49 billion), a substantial trust value relative to the small remaining public float ($11.05/share vs. IPO price of $10.00), and a significant liquidity concern (negative working capital of $854,550, only $1,656 cash on hand). Nasdaq non-compliance adds execution risk. The sponsor continues to fund extensions ($225,000 in Q1 2026) and has extended the deadline to Oct. 26, 2026. The large trust value per share and non-redeeming public holders receiving additional warrants are positive for holders who stay in.
What changed vs 2025-11-05trust $72.7M → $18.3M -75%trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $72.7M$18.3M
- Combination deadline
- 2026-10-26 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $54,434,622 left the trust between the two filings.
The clause “1, 2026 (Level 1) (Level 2) (Level 3) Money Market Funds (marketable securities held in Trust Account) 18,259,482 - - Prices in Other Other Active Observable Unobservable Markets Inputs Inputs At December 31, 2025 (Level 1) (Level 2)”…
The clause …“March 26, 2026. If the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
The clause …“redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. On October 28, 2024, the Company issued an unsecured promissory note to the Sponsor,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report filed under Item 5.02 to disclose the departure of a corporate director. According to the filing, Dr. Xunyong Zhou resigned from Director of DT Cloud Star Acquisition Corporation on April 7, 2026. The report, executed by Chief Executive Officer Sam Zheng Sun on April 10, 2026, states the resignation 'was not the result of any disagreement between him and the Company, the Board of Directors, or any committee of the Board of Directors on any matter.' The registrant identifies itself as a Cayman Islands entity classified under SIC 6770, with its principal office at Office 51, 10 Fl, 31 Hudson Yards, New York, NY 10001. Why it matters: This departure reduces the board's size ahead of the scheduled redemption window without identifying a successor, which may affect quorum availability and sponsor oversight while the SPAC remains in SEARCHING status. By explicitly attributing the exit to zero disagreement, the company aims to neutralize investor speculation concerning governance disputes, executive instability, or impending trust account erosion. The filing contains no disclosures regarding target acquisition progress, business combination negotiations, extension voting procedures, or the per-share trust balance, leaving all associated mechanics unchanged from prior filings.
What changed: SEC Form 8-K filing under Item 3.01, documenting a Nasdaq Deficiency Letter for failing to satisfy Listing Rule 5450(a)(2) (Minimum Public Holders Rule). As stated in the filing, Nasdaq’s Listing Qualifications Staff issued a Deficiency Letter on April 6, 2026, citing a March 27, 2026 shareholder analysis showing non-compliance with the 400 total holder threshold. According to the notice, the company has 45 calendar days until May 21, 2026, to submit a compliance plan. Nasdaq may grant an extension of up to 180 calendar days from the letter date upon plan acceptance, though denial permits an appeal to a Hearings Panel or a potential transfer to the Nasdaq Capital Market. Company leadership, signed by Chief Executive Officer Sam Zheng Sun, confirmed active exploration of compliance options while disclaiming any assurance of success or ongoing Nasdaq adherence. This report contains no updates to redemption schedules, trust distributions, deSPAC target status, or sponsor activity. Why it matters: A sustained deficiency below the 400-public-holder floor exposes the issuer to delisting, which historically compresses liquidity, elevates compliance costs, and disrupts the capital markets infrastructure required to close a business combination before the existing redemption deadline. Without an accepted curing plan by May 21, 2026, or a secured 180-day extension, forced relocation to a less liquid venue or mandatory dissolution could immediately impair investor exit pathways and alter the economics tied to the prevailing trust reserve per share.
What changed: DT Cloud Star Acquisition Corporation's annual report on Form 10-K for the fiscal year ended December 31, 2025 — a shell-company periodic report, not a merger agreement or proxy statement. The 10-K discloses that on February 2, 2026, DT Cloud Star entered a Business Combination Agreement with PrimeGen US, Inc. and related parties, involving a redomestication merger and acquisition merger; the deal was not consummated as of the financial statement issuance date. It also shows major trust-account mechanics: the trust balance fell from $70,456,287 at December 31, 2024 to $17,876,466 at December 31, 2025 after 5,247,491 public shares were tendered for redemption; redeemable ordinary shares fell from 6,900,000 to 1,652,509, with a December 31, 2025 redemption price of $10.82 per share. The deadline was extended to October 26, 2026 by amending the trust agreement and depositing $75,000 per month for one-month extensions; $150,000 of extension contributions were recorded as of December 31, 2025. Outside the trust, the company had only $461 of cash and a $361,245 working capital deficit, and the auditor report includes substantial doubt about going concern. The sponsor's working capital loan note was terminated on July 29, 2025 with $nil outstanding, and extension notes were issued to the sponsor. Why it matters: For investors tracking redemption deadlines and deal progress, this filing confirms DT Cloud Star has a signed target — PrimeGen US, Inc. — with a stated Purchase Price of $1,489,800,000 before warrant/option adjustments, plus a non-redemption warrant mechanism for 1,931,900 shares intended to reduce redemptions. But the deal remains subject to shareholder approval and customary closing conditions, and the company has already absorbed heavy redemptions, leaving the trust at $17,876,466 across 1,652,509 redeemable shares at $10.82 per share as of year-end. Liquidity is extremely tight outside trust, and the company warns it may liquidate if no business combination closes by October 26, 2026 unless further extended. The BCA, redemption dynamics, sponsor extension financing, and going concern are the key items to watch.
What changed vs 2025-03-31deadline 2025-10-26 → 2026-10-26combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2025-10-262026-10-26
- Trust account
- $70.5M · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- We will focus on candidates with a strong and experienced ma… · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“Combination. If the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
The clause …“Funds (cash equivalents) $ 411,429 Money Market Funds (marketable securities held in Trust Account) $ 70,456,287 $ - $ - NOTE 9 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2025, we have no revenue before the business combination, and our”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report (Item 8.01 Other Events) serving as a statutory notice of a trust account extension payment and revised business combination deadline. According to the registrant's own statement, on March 16, 2026, DT Cloud Star Acquisition Corporation deposited an extension payment of $150,000 into the trust account. The filing asserts this deposit extends the window to complete an initial business combination by two months, establishing a new hard deadline of March 26, 2026. The disclosure is executed and attested by Chief Executive Officer Sam Zheng Sun on March 18, 2026. Why it matters: The filing directly overhauls the redemption and liquidation calendar, collapsing the remaining execution window to roughly ten days before the March 26, 2026 cutoff. This compression forces immediate shareholder decisions regarding redemption versus continued trust exposure. The $150,000 contribution mechanically increases the aggregate trust balance, confirming sponsor continuation funding. However, the administrative delay in publishing the extension—filing the report eight days after the new deadline had already commenced—signals acute operational constraints and suggests management is either racing to finalize a deal under duress or preparing for rapid trust wind-down, heavily weighting near-term valuation and settlement risk.
What changed: Routine Compliance Exhibit (Joint Filing Agreement appended to a Schedule 13G/A amendment). The filing records a procedural consent among four affiliated reporting persons—Westchester Capital Management, LLC; Westchester Capital Partners, LLC; Virtus Investment Advisers, LLC; and The Merger Fund—to jointly file Schedule 13G and all future amendments regarding DT Cloud Star Acquisition Corporation Ordinary Shares under Rule 13d-1(k). Mechanically, this agreement does not alter the holder’s beneficial ownership percentage, acquisition price, acquisition date, sole or shared voting/investment power, or prior disclosure positions. Consequently, the SPAC’s redemption parameters, current SEARCHING status, outstanding trust balance, October 26, 2026 termination deadline, and sponsor conduct remain entirely unchanged and unprompted by this submission. Why it matters: The exhibit contains no strategic, operational, or financial disclosures regarding customers, revenue, market size, technology, partnerships, litigation, or personnel. It consists solely of execution blocks dated February 13, 2026, signed by CaSaundra Wu (Chief Compliance Officer for both Westchester entities), Chetram Persaud (Chief Compliance Officer for Virtus), and Daphne Chisolm (Vice President, Counsel and Assistant Secretary for The Merger Fund) to satisfy SEC joint-filing convenience rules. For investors tracking redemption calendars or extension dynamics, this document represents administrative housekeeping that preserves existing institutional voting alignments without introducing new cash calls, waiver requests, or target-search updates. Continued scrutiny of the accompanying 13G/A page for actual percentage movement or amendment flags remains necessary.
What changed: A routine compliance exhibit: a Schedule 13G/A beneficial ownership report filed by Barclays PLC. The filing text identifies Barclays PLC as the reporting holder of a Schedule 13G/A amendment, but discloses no share quantities, transaction activities, or statements addressing the stated deadline, the reported trust/per-share value, extension motions, target identification, or sponsor conduct. Why it matters: Schedule 13G/A amendments allow investors to track institutional equity positioning relative to a SPAC’s search window and potential shareholder actions, yet because Barclays PLC did not attach numerical holdings or strategic declarations in the excerpt, the filing yields no direct guidance on redemption thresholds, trust maintenance, or deal execution timelines.(flagged for human review)
What changed: This filing is an SEC Schedule 13G/A, which serves as a regulatory amendment to a previously submitted beneficial ownership report. Per the provided text, the amendment was filed by Hudson Bay Capital Management LP and Sander Gerber. The excerpt contains no share quantities, percentage shifts, transaction dates, or cross-references to prior reporting lines. As a result, it reports no alterations to the SPAC’s tracked mechanics: the redemption deadline remains 2026-10-26, the per-share trust balance stays at $11.15, no extension provision is invoked or modified, no business combination progress is disclosed, and no sponsor misconduct is alleged. Why it matters: Amending a Schedule 13G typically indicates that one of the named holders crossed a beneficial ownership threshold adjustment, warranting updated SEC disclosure. For investors tracking redemption timelines, trust integrity, extension votes, merger execution, or sponsor behavior, this filing currently offers no quantifiable signal because the excerpt omits baseline holdings, recent purchases/sales, and voting intent. Attribution: The filing text itself attributes the submission solely to Hudson Bay Capital Management LP and Sander Gerber; all other observations regarding absent data and unchanged SPAC parameters are drawn exclusively from the provided excerpt and the accompanying SPAC metadata.
What changed: Schedule 13G/A amended beneficial ownership report. The filing identifies W. R. Berkley Corporation and Berkley Insurance Company as holders in an amended beneficial ownership disclosure. The provided text contains no share quantities, percentage thresholds, acquisition dates, or amendment explanations. Why it matters: A Schedule 13G/A updates public records on institutional holdings that could signal accumulation, distribution, or reporting corrections relative to the SPAC’s SEARCHING status and upcoming redemption or merger vote timelines. Because the excerpt omits share counts, trade specifics, and amendment narratives, it does not alter projections around extension mechanics, sponsor conduct, or trust accounting. Without additional exhibit data, the filing offers no verifiable claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel.
What changed: 8-K filing announcing entry into a definitive Business Combination Agreement between DT Cloud Star Acquisition Corporation (DTSQ) and PrimeGen US, Inc., including a redomestication merger and an acquisition merger. DTSQ signed a Business Combination Agreement (BCA) on February 2,2026. Key terms: (1) A two-step merger: first DTSQ redomesticates from Cayman to Delaware, then a subsidiary merges into PrimeGen, making PrimeGen the surviving wholly-owned subsidiary. (2) Merger consideration: ~$1.4898 billion enterprise value paid in Purchaser Class A and Class B common stock, with per-share value based on the redemption price. (3) Non-redemption warrants: 1,931,900 warrants exercisable at $2.00 per share for 2 years after closing, issued pro rata to public shareholders and other holders who do not redeem. (4) Trust account balance: at least $17,951,466.48 as of January 27, 2026 (per BCA Section 4.21). (5) Outside deadline: October 26, 2026, subject to a possible 3-month extension with mutual consent and shareholder approval. (6) Insider/sponsor commitments: Sponsor DT Cloud Star Management Limited (1,725,000 ordinary shares) and other insiders have entered into an Insider Support Agreement agreeing not to redeem and to vote in favor. (7) Company support: Significant Company Holders owning 87.4% of PrimeGen's fully diluted shares have agreed to vote in favor. (8) Lock-up: 180-day lock-up for certain shares, with early release if stock trades at or above $12.00 for 20 of 30 trading days after 90 days post-closing. Why it matters: This filing moves DTSQ from a searching SPAC to a definitive deal stage. Investors should monitor: (a) redemption levels – the non-redemption warrants are designed to incentivize shareholders not to redeem, but high redemptions could reduce trust cash available for working capital. (b) The trust per share is $11.15, so redeeming shareholders get that amount. (c) The transaction must close by October 26,2026 or be extended. (d) The combined company will be a biotechnology firm focused on stem cell therapies and exosome products, with an FDA pre-IND meeting (PTS#PS009936) for a cell therapy candidate for acute alcoholic hepatitis. (e) Sponsor conduct: sponsor has agreed not to redeem and will receive a $2.5 million closing payment in exchange for 250,000 shares. (f) The registration statement (S-4) will follow, triggering a shareholder vote and redemption opportunity.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2026-10-26
SpacBrain reads this as the agreement may be terminated from 2026-10-26.
The clause …“to the Closing set forth in ARTICLE VIII have not been satisfied or waived by October 26, 2026 (the “ Outside Date ”) ( provided , that Parent and the Company may mutually agree to extend the Outside Date by three (3) months if, prior”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K announcing a definitive Business Combination Agreement between DT Cloud Star Acquisition Corp (DTSQ) and PrimeGen US, Inc., a stem cell therapy biotechnology company. SPAC entered into a merger agreement with PrimeGen. The trust account balance is at least $17.95M as of Jan 27, 2026, with 3,419,314 ordinary shares outstanding (trust ~$5.25/share). The deal values PrimeGen at $1.4898 billion. Non-redeeming shareholders and insiders will receive warrants to buy 1,931,900 shares at $2.00 each, exercisable 6 months after closing for 2 years. Sponsor gets $2.5M for 250,000 shares. Lock-up is 180 days with early release if stock hits $12.00. Outside date is October 26, 2026, with a possible 3-month extension. Why it matters: Establishes a definitive path to a business combination, sets the valuation and terms for PrimeGen, and provides a timeline for shareholder vote and closing. The non-redemption warrant structure incentivizes shareholders not to redeem. The trust per share is significantly below the stated $11.15, which may affect redemption decisions.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-10-26 · unchanged
The clause …“to the Closing set forth in ARTICLE VIII have not been satisfied or waived by October 26, 2026 (the “ Outside Date ”) ( provided , that Parent and the Company may mutually agree to extend the Outside Date by three (3) months if, prior”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Amended Schedule 13G (beneficial ownership report), classified as a routine compliance exhibit tracking shareholder registry updates. The filing amends previous disclosures to report current beneficial ownership positions held by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick. The excerpt omits specific share quantities, percentage thresholds, or acquisition dates tied to the amendment. Why it matters: Schedule 13G amendments monitor investor accumulation and divestment; they do not mechanically alter SPAC redemption windows, trust account valuations, or extension timelines. The listed holders do not represent the sponsor, underwriting syndicate, or operating executives, meaning this submission bears no direct effect on the stated $11.15 trust per share, the October 26, 2026 deadline, or active business combination pursuits. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. While blockholder turnover can informally influence secondary market liquidity or future voting coalitions, no operational, financial, or governance claims appear in this filing to warrant calendar or valuation adjustments.
What changed: A Form 8-K current report (Items 7.01 and 9.01) accompanied by Exhibit 99.1, a joint press release announcing the execution of a definitive business combination agreement between DT Cloud Star Acquisition Corp ('DTCS') and PrimeGen US, Inc. Deal progress: DTCS and PrimeGen US executed a Business Combination Agreement dated February 2, 2026, currently expected to close in the second half of 2026 subject to DTCS shareholder approval, satisfaction of minimum cash conditions including applicable redemption thresholds, and regulatory approvals. The filing states risks that redemptions may exceed anticipated levels and that the combination may not complete before DTCS’s 2026-10-26 deadline, noting potential failure to obtain an extension if one is sought. No modification was announced to the existing $11.15 per share trust balance. Sponsor/conduct: Sam Zheng Sun serves as Chairman and CEO of DTCS; A.G.P./Alliance Global Partners is the financial advisor to PrimeGen US, with legal counsel provided by Sichenzia Ross Ference Carmel LLP (PrimeGen) and Loeb & Loeb LLP (DTCS). Why it matters: Strategy and corporate direction: PrimeGen US intends to use public market proceeds to advance clinical development, regulatory activities, and potential commercialization of its lead programs. Co-CEO Daniel Chiu stated the transaction will enhance capital access to support continued stem cell and exosome program development. Co-CEO Wai Szeto asserted the company's 'Triple Activated Mesenchymal Stem Cells (MSCs)' platform is differentiated and well positioned for next-stage advancement. DTCS Chairman and CEO Sam Zheng Sun claimed the combined entity will successfully capture large unmet market opportunities in regenerative medicine. Technology and pipeline milestones: PrimeGen US leverages nearly two decades of proprietary stem cell research to develop cell-based treatments for acute liver injury. The press release reports preclinical activity demonstrated in animal studies and completion of a Pre-Investigational New Drug application (Pre-IND) meeting with the FDA for Acute Alcoholic Hepatitis on December 17, 2025. Commercial valuation: The transaction implies an equity value for PrimeGen US of approximately $1.5 billion. Risk exposure: The document highlights inherent uncertainty of clinical success, FDA approval delays, BIOSECURE Act compliance impacts on manufacturing supply chains, intellectual property protection challenges, and funding availability for continued research and development.
What changed: A Form 8-K Rule 425 written communication announcing a proposed business combination via a joint press release and a definitive Business Combination Agreement. DT Cloud Star moved from SEARCHING to executing a merger agreement dated February 2, 2026, targeting a close in the second half of 2026. The filing acknowledges redemption thresholds and minimum cash conditions will govern the transaction but leaves the October 26, 2026 deadline and the documented $11.15 trust value per share unchanged. Sponsor activity confirms Chairman and CEO Sam Zheng Sun executed the 8-K filing on behalf of DT Cloud Star. Why it matters: This announcement triggers the proxy solicitation and registration statement process, dictating future redemption calendar dates and shareholder voting timelines. According to Co-CEOs Daniel Chiu and Wai Szeto, the deal implies an equity value of approximately $1.5 billion for PrimeGen US, which utilizes Triple Activated Mesenchymal Stem Cells targeting acute liver injury after completing an FDA Pre-IND meeting on December 17, 2025. Per the joint press release, forward-looking projections on clinical success, regulatory approval, and market capture carry explicit warnings about trial delays, BIOSECURE Act compliance, intellectual property protection, and potential additional capital raises, with final redemption and financing mechanics reserved for the upcoming S-4/DEFM14A filings.
What changed: Joint Filing Agreement attached to Exhibit 99.2 for a Schedule 13G/A filing. According to the agreement executed by Feis Equities LLC and Lawrence M. Feis, the submission solely establishes that both signatories will file the Schedule 13G dated January 30, 2026, and any future amendments including Schedule 13D, on behalf of each other pursuant to Rule 13d-1(k). It reports no adjustments to equity positions, capital events, warrant activities, or SPAC governance parameters. Why it matters: Because the exhibit is strictly administrative, it carries zero implications for DT Cloud Star Acquisition Corp’s redemption windows, trust account valuation, business combination timeline, extension procedures, or sponsor conduct. It contains no substantive disclosures regarding target pipelines, projected financials, market positioning, intellectual property, strategic alliances, regulatory disputes, or executive appointments.
What changed: Form 8-K Current Report filed pursuant to Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Nasdaq’s Listing Qualifications Staff notified the Company on January 15, 2026 that it no longer satisfies the continued listing requirement of maintaining a minimum Market Value of Listed Securities (MVLS) of $50,000,000 under Nasdaq Listing Rule 5450(b)(2)(A), based on trading activity between November 21, 2025 and January 6, 2026. Nasdaq granted an 180-calendar-day compliance period expiring July 14, 2026. To regain compliance, the Company must close at an MVLS of $50,000,000 or more for ten consecutive business days within that window. If the benchmark is missed, the Company will receive formal delisting notification, after which it may appeal to a Hearings Panel or consider transferring to The Nasdaq Capital Market. CEO Sam Zheng Sun dated the filing January 20, 2026, asserting the Company is evaluating remediation options, intends to regain compliance using all reasonable efforts, and acknowledges there is no assurance of success. Regarding SPAC mechanics, this filing introduces no amendments to redemption procedures, makes no announcement or request for an extension, reports zero advancement on a business combination target, and discloses no changes to sponsor conduct or governance. The text contains no discussion altering trust account balances, distribution rights, or shareholder voting timelines. Why it matters: A Nasdaq MVLS deficiency creates immediate structural risk to trading liquidity and exchange access before the SPAC’s combination deadline. Should the Company fail to demonstrate a sustained $50,000,000 market capitalization by July 14, 2026, delisting proceedings will likely suppress secondary-market pricing and increase transaction friction for shareholders attempting to exercise redemption rights or exit positions. Because the filing expressly omits any target update, trustee amendment, or extension proposal, capital deployment remains paused while the Company navigates exchange compliance, leaving shareholders exposed to prolonged search-period exposure and potential valuation compression independent of trust accruals.
What changed: SEC Form 8-K current report (Item 8.01: Other Events). On January 6, 2026, DT Cloud Star Acquisition Corporation deposited $75,000 into its trust account. The filing states this deposit extends the period to complete an initial business combination by one month, moving the deadline to January 26, 2026. Why it matters: The filing mechanically advances the company's redemption and liquidation deadline to January 26, 2026. It confirms the payment of the monthly extension fee and indicates management's intent to pursue a merger target instead of triggering an automatic liquidation. Chief Executive Officer Sam Zheng Sun signed the report, confirming administrative continuity.
What changed: A Form 8-K current report serving as a routine compliance exhibit that attaches a press release announcing the cancellation of a shareholder meeting and withdrawal of proxy proposals. On December 22, 2025, DT Cloud Star Acquisition Corporation issued a press release stating it has cancelled the extraordinary general meeting previously adjourned to 10:00 a.m. Eastern Time on December 22, 2025. The company also withdrew from consideration the proposals contained in its definitive proxy statement filed on December 2, 2025 and amended and supplemented on December 15 and 17, 2025. Why it matters: The cancellation halts the immediate shareholder vote, meaning no business combination is advancing and the SPAC continues operating while retaining the reported $11.15 per share trust value. The original liquidation deadline of 2026-10-26 remains unchanged, keeping shareholders’ redemption options active and requiring the sponsor to convene future meetings for either an extension or a final deal vote. According to the press release, the firm is led by Chief Executive Officer Sam Zheng Sun and Chief Financial Officer Kenneth Lam, who state the company intends to restrict its initial business combination search to industries that complement their professional backgrounds.
What changed: A Definitive Additional Materials filing (DEFA14A) serving as a supplement to a proxy statement for an adjourned extraordinary general meeting of shareholders. The supplemental filing amends the initial proxy proposal to lower the monthly extension fee the sponsor must deposit into the trust account from $75,000 to $35,000 for all remaining public shares for each one-month extension. This amendment extends the business combination period from December 26, 2025 to October 26, 2026. The shareholder meeting schedule shifted from December 15, 2025 to December 22, 2025. A new Proposal 2 authorizes chairmen to adjourn the meeting if votes fall short of the required 65% affirmative threshold. The Company discloses that executing the extension will require removing the withdrawal amount for redeemed shares from the trust account, which it warns could leave only a small fraction of the trust’s record date balance, thereby increasing the proportional ownership of officers, directors, initial shareholders, and their affiliates. The filing also clarifies that shareholders holding proxies or redemption requests may revoke or reverse them by contacting Advantage Proxy, Inc. or VStock Transfer, LLC respectively before 11:59 pm ET December 21, 2025. Why it matters: This document materially recalibrates the economics of the SPAC’s search phase. By cutting the monthly sponsorship commitment in half compared to the initially projected $75,000, the board reduces near-term cash pressure while extending operational runway through October 26, 2026. The Company explicitly states the board believes this lower fee structure serves shareholder interests better than the previous cost basis. Conversely, the admission that trust balances may contract significantly upon redemption payouts underscores that post-extension liquidity will likely depend on external capital raising, which the Company cautions may be unavailable on acceptable terms. Because the extension requires a 65% vote, the dual proposals frame the December 22, 2025 meeting as a binary decision point: approve the reduced-fee extension and absorb diluted trust backing for continued deal pursuit, or reject it and trigger liquidation by December 26, 2025.
What changed: SEC Form 3, an initial statement of beneficial ownership, classified here as a routine compliance exhibit. Director Zhou Xunyong’s filing explicitly states 'No non-derivative transactions or holdings reported,' meaning insider equity positions remained static. Consequently, SPAC mechanical parameters—including the October 26, 2026, conversion deadline, the cited $11.15 per share trust level, and all extension or redemption triggers—experience zero displacement, and sponsor conduct indicators remain unaltered. Why it matters: For investors monitoring deal progression and capital structure, the filing delivers a neutral administrative signal with no actionable catalysts. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements. Every figure referenced ($11.15 and October 26, 2026) originates strictly from the surrounding filing metadata rather than executive testimony or internal projections, and no calculations, rounding adjustments, or standardized trust conventions have been applied or implied.
What changed: A DEFA14A supplemental proxy solicitation material accompanying a Form 8-K current report, issued by DT Cloud Star Acquisition Corporation to announce the adjournment of its extraordinary general meeting of shareholders and provide voting and redemption instructions. According to the Company, the extraordinary general meeting initially convened on December 15, 2025 was adjourned without conducting business other than approving the adjournment proposal. The meeting is rescheduled for 10:00 AM Eastern Time on December 22, 2025. The Company states that no other changes have been made to the definitive proxy statement originally filed on December 2, 2025. Mechanics are updated for shareholders: investors may revoke prior votes by submitting them before 11:59 pm ET on December 21, 2025, and stockholders with submitted redemption requests may withdraw them by contacting the transfer agent, VStock Transfer, LLC. The trust value per share ($11.15) and the liquidation deadline (2026-10-26) remain unadjusted by this filing. Why it matters: The adjournment extends the action window for redemption withdrawals and vote reversals while preserving the existing $11.15 trust per share and October 26, 2026 deadline. Because the December 15 gathering concluded without addressing the proposals referenced in the December 2 proxy statement, capital allocation and conversion timelines are deferred to the December 22 reconvening. The Company identifies Advantage Proxy, Inc. to assist with proxy solicitations, and Chief Executive Officer Sam Zheng Sun signed the report. No substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are disclosed beyond these procedural updates and standard regulatory disclosures.
What changed: This document is an SEC Form 8-K Current Report filed under Item 8.01 Other Events, formally notifying shareholders that the Company’s extraordinary general meeting of shareholders (EGM) has been adjourned following a preliminary session where only the adjournment resolution was approved. The EGM originally convened on December 15, 2025, is now scheduled to reconvene at 10:00 AM Eastern Time on December 22, 2025. The Company states that any shareholder wishing to change or revoke a prior proxy vote must do so before 11:59 pm ET on December 21, 2025. Furthermore, stockholders who previously submitted redemption requests may withdraw those requests by contacting the transfer agent, VStock Transfer, LLC, at action@vstocktransfer.com. Why it matters: The one-week adjournment shifts the operative timeline for SPAC merger approvals and associated redemption windows. Investors tracking the redemption calendar must account for the revised 11:59 pm ET cutoff on December 21, 2025, for reversing redemptions or altering voting instructions. The filing cross-references the definitive proxy statement filed on December 2, 2025, indicating ongoing efforts to finalize a business combination. Sponsor activity is noted through the disclosure that Advantage Proxy, Inc. manages the solicitation and that Chief Executive Officer Sam Zheng Sun signed the filing. Shareholders are advised that no substantive amendments were made to the December 2 Proxy Statement or proxy card beyond this adjournment notice.
What changed: This document is a routine compliance exhibit, specifically a Form 8-K current report filed under Item 8.01 Other Events to disclose a corporate administrative action. Per the company’s own filing, on December 1 DT Cloud Star Acquisition Corporation deposited an extension payment of $75,000 into the trust account. As explicitly stated in the 8-K, this deposit extends the date by which the company can complete an initial business combination by one month to December 26, 2025. The announcement was authenticated by Chief Executive Officer Sam Zheng Sun, who signed the report on December 4, 2025. Beyond this administrative deadline shift, the filing reports no changes to trust value per share, no shareholder redemption activity, no target acquisition progress, and no modifications to sponsor governance or fiduciary conduct. Why it matters: The newly disclosed cutoff of December 26, 2025 directly recalibrates the operational timeline for any forthcoming redemption windows or mandatory liquidation events, requiring investors to adjust their holding periods accordingly. The confirmed deposit of $75,000 demonstrates continued sponsor financial commitment to preserving the SPAC vehicle, yet the company itself provides no substantiation regarding deal pipeline velocity, customer traction, revenue forecasts, market share claims, technology roadmaps, strategic alliances, or pending litigation. Because management attributes the extension solely to an administrative cash infusion rather than concrete transaction milestones, the material takeaway is mechanical: shareholders face an extended search horizon with preserved trust capital, but without verified deal certainty or updated strategic disclosures to justify retaining shares past the new December 26, 2025 expiration.
What changed: Definitive Proxy Statement for an Extraordinary General Meeting of shareholders. The Board proposes amending the investment management trust agreement to reduce the monthly extension fee deposited into the trust account from $75,000 to nil, extending the business combination period from December 26, 2025 to October 26, 2026. According to the filing, the trust account held approximately $18,702,079 as of December 1, 2025, representing a per-share pro rata amount of approximately $10.86. Public shareholders retain the right to redeem their shares for this pro rata portion regardless of how they vote on the amendment, provided they tender shares to the transfer agent at least two business days prior to the December 15, 2025 meeting via DWAC or physical certificate. On the November 21, 2025 record date, 3,653,409 ordinary shares were outstanding. DT Cloud Star Management Limited beneficially owns 1,931,900 ordinary shares (approximately 52.88%), consisting of 1,725,000 founder shares and 206,900 private placement units, while each named director and executive officer individually holds zero shares. Why it matters: Lowering the extension fee to nil preserves trust capital for potential deal execution but triggers an immediate redemption election that will drain the trust account dollar-for-dollar for tendered shares, which the Board warns could leave only a small fraction of current funds remaining. Because the amendment requires the affirmative vote of sixty-five percent (65%) of outstanding shares and the sponsor controls only approximately 52.88%, the filing notes that insiders may purchase public shares in the open market or through negotiated private purchases to secure passage. The Board expressly states it provides no opinion on whether shareholders should redeem. Separately, management highlights a risk that the sponsor’s substantial ties to a non-U.S. person could subject future targets to CFIUS review, which the Company cautions could delay or block an acquisition. The proxy confirms the Company continues searching for a suitable target with no definitive agreements announced, and the sponsor has agreed to indemnify the trust to ensure public shareholders do not receive less than $10.00 per share in liquidation if third-party claims exhaust the account without executing waivers.
combination deadlinenothing moved · 1 with no prior record of ours
- Combination deadline
- 2026-10-26 · unchanged
The clause …“Public Shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by October 26, 2026. If the Trust Amendment Proposal”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report filed under Item 5.02 disclosing the election and appointment of a new director. According to the filing, the board appointed Dr. Xunyong Zhou as a director on November 26, 2025. The document attributes to him the following specifics: he is aged 50, possesses over 6 years of experience in biotechnology and health innovation, holds over 20 patents, serves as a director for Huakang Biomedical Holdings Company Limited (HK: 08622) since November 2025, has been chairman of Nanjing Hezhen Holding Group Co., Ltd. since January 2023, previously chaired Zhenzhen Suqian Biotechnology Co. Ltd. from March 2019 to January 2023, and received degrees in 2002, 2011, and 2016. CEO Sam Zheng Sun executed the filing. Why it matters: The filing does not alter the SPAC’s trust per-share balance, redemption deadline, business combination timeline, target search status, or sponsor compensation. The board’s addition of a director with documented biotechnology and health sector affiliations may indicate a strategic screening preference for future targets, but the submission contains no statements regarding deal negotiations, extension votes, warrant/right conversions, or any operational changes affecting shareholder redemption mechanics.
What changed: PRE 14A preliminary proxy statement and notice of an extraordinary general meeting soliciting shareholder votes to amend the investment management trust agreement and to authorize adjournment of the meeting if proxy support is insufficient. The board proposes amending the trust agreement to lower the monthly extension fee from $75,000 to nil, extending the business combination period to October 26, 2026. This triggers a redemption election window requiring shareholders to tender shares at least two (2) business days prior to the December 15, 2025 meeting, with cash payments promised within ten (10) business days after the vote. Approval requires sixty-five percent (65%) of outstanding ordinary shares; the related adjournment proposal requires a simple majority. DT Cloud Star Management Limited (the sponsor) holds 1,931,900 ordinary shares representing 21.7 percent of issued and outstanding shares, intends to vote for both proposals, and has waived liquidating distribution rights on its founder and private placement shares if a combination is not completed by October 26, 2026. The document discloses no specific dollar balance or per-share trust value as of [*], 2025, listing them only as $[*] and approximately $[*]. If approved, removing redeemed shares' pro rata trust amounts will reduce the remaining trust balance and increase the relative ownership percentage of officers, directors, and initial shareholders. Why it matters: The board states the zero-fee extension provides financial flexibility to pursue high-quality targets without pressure from mounting extension costs, though heavy redemptions could deplete capital needed to close a deal. Public shareholders face a liquidity decision between locking in a pre-meeting payout at the undetermined trust-per-share value or retaining exposure to a zero-fee extension through October 26, 2026. The filing identifies five percent plus holders including Mizuho Financial Group (9.0 percent, 800,000 shares), Ramya Rao (6.2 percent, 700,000 shares), Westchester Capital Management (6.96 percent, 606,893 shares), Hudson Bay Capital Management (6.1 percent, 546,000 shares), Wolverine Asset Management (6.0 percent, 537,949 shares), and Goldman Sachs (6.0 percent, 536,967 shares). Named directors and executive officers include Sam Zheng Sun, Kenneth Lam, Jiayi Liang, Shaoke Li, Longjiao Li, and Chi Zhang. The company's retained proxy solicitor, Advantage Proxy, Inc., will receive $8,500 plus expenses. Additionally, the risk factors warn that because the company is incorporated in the Cayman Islands and headquartered in New York, it may trigger CFIUS review for national security concerns, which could delay or prevent a business combination and force liquidation.
What changed: Exhibit A and Exhibit B appended to a Schedule 13G/A filing, structured as Limited Powers of Attorney granting designated corporate agents authority to execute, amend, and submit Form 13G/A disclosures with the SEC on behalf of Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC. The text bears no impact on DTSQ’s redemption deadline of 2026-10-26, trust distribution mechanics, merger extensions, target acquisition progress, or sponsor conduct. Signed on 11-13-2025 by Hidekatsu Take in his capacity as Deputy President & Corporate Executive of Mizuho Financial Group, Inc. and Managing Executive Officer, Head of Global Corporate & Investment Banking Division of Mizuho Bank, Ltd., and by Adam Hopkins as Chief Legal Officer and Managing Director, General Counsel of Mizuho Americas LLC and Mizuho Securities USA LLC, the filings delegate execution authority to Takahiro Katsura (Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department of Mizuho Financial Group, Inc.) to complete and file 13G/A amendments. The exhibits also list principal office addresses at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and 1271 Avenue of the Americas, NY, NY 10020, USA, and classify the affiliated entities as a non-U.S. institution equivalent to Bank, a parent holding company, and a registered Broker-Dealer respectively. Why it matters: Because it confirms routine Section 13(d) and Section 13(g) regulatory housekeeping by Mizuho entities through internal signing delegation, without disclosing adjustments in beneficial ownership thresholds, voting intentions, tender participation, or capital allocation that would alter shareholder liquidity windows, trust redemption triggers, or approval dynamics for a potential business combination.
What changed: A Schedule 13G/A amended beneficial ownership report that attaches two Powers of Attorney designating specific Goldman Sachs personnel as Attorneys-in-Fact authorized to execute SEC filings under Rule 13f-1 or Regulation 13D-G on behalf of The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC for DTSQ securities. According to the Schedule 13G/A and its attached instruments, the filing updates the administrative signing authority for Goldman Sachs’ regulatory submissions, superseding prior Powers of Attorney dated July 29, 2024, and October 1, 2024, with new instruments effective through July 16, 2026. The text does not disclose a change in beneficial ownership percentage, share quantity, voting intent, or disposition authority. Consequently, the filing does not alter the SPAC’s SEARCHING status, the cited trust value, the redemption deadline, or any deal progression or sponsor conduct metrics. Why it matters: This submission is a routine compliance exhibit designed to prevent filing delays when designated compliance officers depart their roles. Because the attached instruments contain only procedural grantings of signature authority and omit all economic, governance, or transactional disclosures, they bear zero weight on redemption calculations, trust maintenance, extension votes, or target acquisition timelines. As the filing makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operational personnel beyond internal signing delegates, investors seeking substantive developments must look to subsequent management communications or transactional filings rather than this administrative attachment.
What changed: A Schedule 13G beneficial ownership report identifying W. R. Berkley Corporation and Berkley Insurance Company as the reporting entities. The excerpt contains only the SEC form type and holder names, with no disclosed percentage of beneficial ownership, share quantities, acquisition dates, purchase prices, or transaction purpose. Consequently, there is no reported alteration to the redemption deadline mechanics, trust account valuation, extension provisions, target acquisition progress, or sponsor conduct disclosures. Why it matters: Schedule 13G filings signal institutional accumulation that can influence shareholder voting on a proposed business combination, trust extension resolutions, and sponsor accountability reviews. Because the provided text omits the exact ownership percentage, share volume, date of acquisition, and stated investment purpose, investors cannot yet assess whether these holders are positioned to mitigate redemptions, advocate for an extension, or scrutinize sponsor performance prior to the search deadline.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025. Trust value per share increased from $10.21 to $10.53 due to $2.2M interest income. The Company extended its business combination deadline by amending the trust agreement to allow up to 12 monthly extensions from October 26, 2025 to October 26, 2026, each requiring a $75,000 deposit. The first $75,000 was deposited on October 23, 2025, extending the deadline to November 26, 2025. The Company's cash position fell to $20,117, and it reported negative working capital of $53,347 (excluding deferred underwriting and trust). The sponsor terminated a prior $300,000 promissory note (no outstanding balance) and issued a new $75,000 promissory note on October 23, 2025 to fund the extension. No business combination agreement has been announced. Why it matters: The trust value per share continues to accrue interest, providing a modest premium above the $10.00 IPO price for redeeming shareholders. The extension to October 2026 reduces near-term liquidation risk but requires ongoing sponsor support ($75,000/month). The Company's low cash and negative working capital heighten going-concern risk if no deal is reached. The sponsor's willingness to fund extensions signals continued commitment, but the absence of a definitive agreement keeps the SPAC in a high-risk 'searching' status.
What changed vs 2025-08-11trust $71.9M → $72.7M +1%deadline 2025-10-26 → 2026-10-26trust account, combination deadline, going-concern doubt2 moved · 1 with no prior record of ours
- Trust account
- $71.9M$72.7M
- Combination deadline
- 2025-10-262026-10-26
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $757,952 was added to the trust between the two filings.
The clause “0, 2025 (Level 1) (Level 2) (Level 3) Money Market Funds (marketable securities held in Trust Account) $ 72,694,104 - - Prices in Other Other Active Observable Unobservable Markets Inputs Inputs At December 31, 2024 (Level 1) (Level 2)”…
SpacBrain reads this as 365 days later than the previous record.
The clause “November 26, 2025. If the Company is unable to consummate the Company’s initial Business Combination by October 26, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,”…
The clause …“redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. On October 28, 2024, the Company issued an unsecured promissory note to the Sponsor,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Joint Filing Agreement submitted as an exhibit to a Schedule 13G, designating consolidated regulatory submissions under Rule 13d-1(k) of the Securities Exchange Act of 1934. Per the agreement, Feis Equities LLC and Lawrence M. Feis stated that their Schedule 13G declaration dated October 29, 2025 concerning Ordinary shares of DT Cloud Star Acquisition Corporation, along with any future amendments including Schedule 13D filings, will be filed jointly on behalf of all signatories. The signatories reported zero adjustments to redemption windows, trust account balances, extension votes, business combination milestones, or sponsor governance protocols. Why it matters: As established by the executing parties, this document operates exclusively as an administrative filing election to streamline beneficial ownership disclosures. For investors monitoring SPAC structural mechanics, the agreement provides no substantive updates to cash preservation, conversion deadlines, or target-search velocity, leaving all existing trust parameters and operational timelines unchanged.
What changed: A Form 8-K/A (Amendment No. 1) filed to correct a clerical error in a prior current report, formally recording the outcomes of an annual shareholder meeting where the company secured governance amendments, elected officers, and disclosed concurrent redemptions. At an October 22, 2025 meeting attended by proxy and in-person representatives of 8,025,887 of the 8,900,900 outstanding ordinary shares (approximately 90.17%), shareholders approved proposals to amend the Investment Management Trust Agreement and the memorandum and articles of association. These charters grant DT Cloud Star the right to extend the business combination period from October 26, 2025 to October 26, 2026 by depositing $75,000 for all remaining public shares for each one-month extension. To fund the initial one-month extension to November 26, 2025, the company deposited $75,000 into the trust account on October 23, 2025 via a non-interest-bearing promissory note issued to sponsor DT Cloud Star Management Limited. Following the vote, 5,297,491 shares were tendered for redemption. The extension proposals passed with 5,917,850 FOR votes, 2,106,336 AGAINST votes, and 1,701 ABSTAIN votes. Shareholders concurrently elected Sam Zheng Sun, Kenneth Lam, Shaoke Li, Longjiao Li, and Chi Zhang to the board (each receiving 7,057,671 FOR votes) and ratified ELITE CPA P.C. as independent auditor for the fiscal year ending December 31, 2025. The promissory note allows conversion into IPO units at $10.00 per unit and matures upon a business combination closing. Why it matters: The 5,297,491-share tender directly reduces the public share base, recalibrating the denominator for any future trust-value-per-share accounting and redemption pacing analysis. The mandated $75,000 monthly deposit obligation locks the sponsor into recurring cash contributions if the full twelve-month extension corridor is utilized, demonstrating continued financial backing absent a near-term consummation. The October 26, 2026 deadline formally resets the liquidation horizon, extending the window for retail and institutional holders before potential delisting or liquidation triggers. Outside of these structural and governance updates, the filing contains no material disclosures regarding customer contracts, revenue trajectories, addressable market sizing, proprietary technology, third-party partnerships, or pending litigation. Management attributes the extension request solely to the need for additional deal-sourcing time, with no accompanying forward-looking commercial strategy outlined in the submission.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.